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CII Applauds SEC Decision to Reconsider Proxy Rule 

Late on January 16, the SEC’s Division of Corporation Finance issued a statement indicating that during the 2015 proxy season it will not express any views on the proxy rule allowing companies to omit from their proxy statements shareholder proposals that “directly conflict” with management proposals. SEC Chair Mary Jo White directed the SEC staff to review the rule and report back to the commission. The statement follows a request for reconsideration of an earlier SEC ruling that permitted Whole Foods Market to omit a shareholder proposal on proxy access after the company said it planned to submit to a vote a management proposal on access with much different parameters. CII weighed in on this ruling, sending a letter to the SEC staff asking it to change its approach for analyzing situations similar to the one at Whole Foods as well as letters  to the companies seeking no-action relief from proxy access proposals based on the Whole Foods decision. 

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